Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Macpherson Donald G 2. Issuer Name and Ticker or Trading Symbol W.W. GRAINGER, INC. [GWW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 100 GRAINGER PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 12/04/2025 (Street) LAKE FOREST, IL 60045 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/04/2025 M(1) 10,500 A $311.26 114,385 D Common Stock 12/04/2025 M(1) 8,000 A $311.26 122,385 D Common Stock 12/04/2025 S(1) 1,907(2) D $968.8468 120,478 D Common Stock 12/04/2025 S(1) 1,400(3) D $969.4054 119,078 D Common Stock 12/04/2025 S(1) 755(4) D $970.4614 118,323 D Common Stock 12/04/2025 S(1) 1,015(5) D $971.4104 117,308 D Common Stock 12/04/2025 S(1) 1,159(6) D $972.6214 116,149 D Common Stock 12/04/2025 S(1) 2,552(7) D $973.6821 113,597 D Common Stock 12/04/2025 S(1) 2,971(8) D $974.4535 110,626 D Common Stock 12/04/2025 S(1) 1,844(9) D $975.4195 108,782 D Common Stock 12/04/2025 S(1) 720(10) D $976.5783 108,062 D Common Stock 12/04/2025 S(1) 200(11) D $978.4094 107,862 D Common Stock 12/04/2025 G 3,977 D $ 0 103,885 D Common Stock 12/05/2025 M(1) 12,163 A $311.26 116,048 D Common Stock 12/05/2025 S(1) 48(12) D $962.9319 116,000 D Common Stock 12/05/2025 S(1) 111(13) D $964.0643 115,889 D Common Stock 12/05/2025 S(1) 1 D $965.19 115,888 D Common Stock 12/05/2025 S(1) 240(14) D $967.4636 115,648 D Common Stock 12/05/2025 S(1) 824(15) D $968.5939 114,824 D Common Stock 12/05/2025 S(1) 691(16) D $969.7731 114,133 D Common Stock 12/05/2025 S(1) 1,382(17) D $970.4117 112,751 D Common Stock 12/05/2025 S(1) 1,023(18) D $971.7747 111,728 D Common Stock 12/05/2025 S(1) 1,267(19) D $972.7669 110,461 D Common Stock 12/05/2025 S(1) 1,900(20) D $973.647 108,561 D Common Stock 12/05/2025 S(1) 4,183(21) D $974.4676 104,378 D Common Stock 12/05/2025 S(1) 493(22) D $975.3373 103,885 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$311.26

12/04/2025

M(1)

10,500

04/01/2022(23)

03/31/2029

Common Stock

10,500

$ 0

20,163

D

Stock Option

$311.26

12/04/2025

M(1)

8,000

04/01/2022(23)

03/31/2029

Common Stock

8,000

$ 0

12,163

D

Stock Option

$311.26

12/05/2025

M(1)

12,163

04/01/2022(23)

03/31/2029

Common Stock

12,163

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Macpherson Donald G 100 GRAINGER PARKWAY LAKE FOREST, IL 60045	X		Chairman and CEO

Signatures

/s/ Paul Stanukinas, by POA from Donald G. Macpherson, Chairman and CEO		12/08/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Transaction pursuant to a Rule 10b5-1 trading program adopted on September 4, 2025.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $967.95 to $968.91, inclusive. The reporting person undertakes to provide W.W. Grainger, Inc., any security holder of W.W. Grainger, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (22).
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $969.03 to $970.00, inclusive.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $970.04 to $971.00, inclusive.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $971.04 to $971.98, inclusive.
(6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $972.06 to $973.05, inclusive.
(7)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $973.07 to $974.06, inclusive.
(8)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $974.07 to $975.03, inclusive.
(9)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $975.10 to $976.09, inclusive.
(10)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $976.17 to $977.05, inclusive.
(11)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $977.73 to $978.66, inclusive.
(12)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $962.73 to $963.54, inclusive.
(13)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $963.80 to $964.72, inclusive.
(14)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $967.05 to $968.00, inclusive.
(15)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $968.07 to $969.03, inclusive.
(16)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $969.07 to $970.05, inclusive.
(17)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $970.08 to $971.05, inclusive.
(18)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $971.12 to $972.08, inclusive.
(19)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $972.13 to $973.12, inclusive.
(20)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $973.14 to $974.13, inclusive.
(21)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $974.15 to $975.14, inclusive.
(22)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $975.16 to $975.80, inclusive.
(23)	The stock option fully vested in three years, where 1/3 vested on April 1, 2020, 1/3 vested on April 1, 2021, and the remainder vested on April 1, 2022.
Remarks: Exhibits: Exhibit 24 - Power of Attorney.

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